MTSX Metal Storm Limited ADS (MM)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2008

Commission File Number 000-31212

Metal Storm Limited

(Translation of registrant’s name into English)

Building 4, 848 Boundary Road, Richlands,
Queensland, Australia 4077

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
þ Form 20-F       o Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):      o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):      o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:      o Yes       þ No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):       n/a

 

 

TABLE OF CONTENTS

		METAL STORM LIMITED ACN 064 270 006 Metal Storm Releases New Website

Brisbane, AUSTRALIA - April 4 ^th 2008: Metal Storm Limited (ASX trading code: MST and NASDAQ ticker symbol: MTSX).

Metal Storm Limited is pleased to announce the release of its new Company Website at http://www.metalstorm.com

The design focus of the site is on serving the needs of potential customers, with clear descriptions of Metal Storm products and services, together with brochures and video. However the site also has an extended investor section to serve the needs of shareholders.

An automated email alert system has been incorporated into the site design to ensure that subscribers can automatically receive announcements, presentations and other releases as soon as they are released to market.

The site will go live on the internet at 12 noon Sydney time.

Notes:
Metal Storm’s Australian Stock Exchange trading code: MST
Metal Storm’s NASDAQ Small Cap ticker symbol: MTSX

Company Contact:
Australia & USA
Dr Lee Finniear — Chief Executive Officer, Metal Storm Limited — Ph: +61 7 3123 4700

About Metal Storm

Metal Storm Limited is a multi-national defence technology company engaged in the development of electronically initiated ballistics systems using its unique “stacked projectile” technology. The company is headquartered in Brisbane, Australia and incorporated in Australia. Metal Storm Limited technology and products are represented in the USA by Metal Storm Inc., which has offices in Arlington Virginia.

Metal Storm is working with government agencies and departments, as well as industry, to develop a variety of systems utilising the Metal Storm non-mechanical, electronically fired stacked ammunition system.

Metal Storm’s weapon technology uses computer-controlled electronic ignition and a system of stacked projectiles, to achieve a completely non-mechanical gun that is very lightweight and compact, providing a very high firepower to weight ratio. The Metal Storm weapons system utilizes multiple barrels mounted together on one platform which allows varying munitions types to be deployed in a single, low cost, lightweight weapon system. Firing the weapons by electronic ignition requires no moving parts, allowing reliable long term unattended weapon operation.

Safe Harbour

Certain statements made herein that use the words “estimate”, “project”, “intend”, “expect”, “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties which could cause the actual results, performance or achievements of the company to be materially different from those which may be expressed or implied by such statements, including, among others, risks or uncertainties associated with the development of the company’s technology, the ability of the company to meet its financial requirements, the ability of the company to protect its proprietary technology, potential limitations on the company’s technology, the market for the company’s products, government regulation in Australia and the US, changes in tax and other laws, changes in competition and the loss of key personnel. For additional information regarding these and other risks and uncertainties associated with the company’s business, reference is made to the company’s reports filed from time to time with the Securities and Exchange Commission, including the company’s Form 20-F.

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

 

We (the entity) give ASX the following information.

Part 1 — All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1		+ Class of + securities issued or to be issued		Ordinary Shares
2		Number of + securities issued or to be issued (if known) or maximum number which may be issued		1. 7,683,897 Ordinary Shares 2. 160,000 Ordinary Shares 3. 1,908,573 Ordinary Shares 4.&5. 337,500 Unquoted Options
3		Principal terms of the + securities (eg, if options, exercise price and expiry date; if partly paid + securities, the amount outstanding and due dates for payment; if + convertible securities, the conversion price and dates for conversion)		1. 7,683,897 ordinary shares issued on the conversion of convertible notes 2. 160,000 ordinary shares issued to staff pursuant to contracts of   employment 3. 1,908,573 ordinary shares issued to a consultant pursuant to the terms   of a services contract 4. 168,750 unquoted options pursuant to an advisory agreement excisable   at $0.40 per share expiring 31 Dec 2012 5. 168,750 unquoted options pursuant to an advisory agreement excisable   at $0.40 per share expiring 31 Mar 2013

+ See chapter 19 for defined terms.
1/1/2003		Appendix 3B Page 1

Appendix 3B

New issue announcement

4		Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted + securities? If the additional securities do not rank equally, please state:		Yes
		• the date from which they do
		• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
		• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5		Issue price or consideration		1. $0.06, which is 90% of the Volume Weighted Average Price (VWAP) of ordinary shares during the 30 days preceding the conversion date, rounded to the nearest whole cent (calculated in accordance with the terms of the convertible notes) 2. nil 3. nil 4.&5. nil
6		Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)		1. Ordinary shares issued on the conversion of 3,415,065 convertible notes, in accordance with the terms of the convertible notes 2. Ordinary shares pursuant to employment agreements 3. Ordinary shares pursuant to a services contract 4.&5. Unquoted options pursuant to an advisory agreement
7		Dates of entering + securities into uncertificated holdings or despatch of certificates		1. 1 April 2008 2. 4 April 2008 3. 4 April 2008 4.&5. 4 April 2008

				Number		+ Class
8		Number and + class of all + securities quoted on ASX ( including the securities in clause 2 if applicable)		608,443,049 149,241,819 176,756,604		Ordinary Shares Convertible Notes Options

+ See chapter 19 for defined terms.
Appendix 3B Page 2		1/1/2003

Appendix 3B

New issue announcement

				Number				+ Class
9		Number and + class of all + securities not quoted on ASX ( including the securities in clause 2 if applicable)		18,863,438				Unlisted Options
10		Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)		N.A

Part 2 — Bonus issue or pro rata issue

11		Is security holder approval required?
12		Is the issue renounceable or non-renounceable?
13		Ratio in which the + securities will be offered
14		+ Class of + securities to which the offer relates
15		+ Record date to determine entitlements
16		Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17		Policy for deciding entitlements in relation to fractions
18		Names of countries in which the entity has + security holders who will not be sent new issue documents   Note: Security holders must be told how their entitlements are to be dealt with.   Cross reference: rule 7.7.
19		Closing date for receipt of acceptances or renunciations

+ See chapter 19 for defined terms.
1/1/2003		Appendix 3B Page 3

Appendix 3B

New issue announcement

20		Names of any underwriters
21		Amount of any underwriting fee or commission
22		Names of any brokers to the issue
23		Fee or commission payable to the broker to the issue
24		Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of + security holders
25		If the issue is contingent on + security holders’ approval, the date of the meeting
26		Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27		If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28		Date rights trading will begin (if applicable)
29		Date rights trading will end (if applicable)
30		How do + security holders sell their entitlements in full through a broker?
31		How do + security holders sell part of their entitlements through a broker and accept for the balance?

+ See chapter 19 for defined terms.
Appendix 3B Page 4		1/1/2003

Appendix 3B

New issue announcement

32		How do + security holders dispose of their entitlements (except by sale through a broker)?
33		+ Despatch date

Part 3 — Quotation of securities

You need only complete this section if you are applying for quotation of securities

34		Type of securities ( tick one )
(a)		þ		Securities described in Part 1
(b)		o		All other securities
				Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35		o		If the + securities are + equity securities, the names of the 20 largest holders of the additional + securities, and the number and percentage of additional + securities held by those holders
36		o		If the + securities are + equity securities, a distribution schedule of the additional + securities setting out the number of holders in the categories
				1 — 1,000 1,001 — 5,000 5,001 — 10,000 10,001 — 100,000 100,001 and over
37		o		A copy of any trust deed for the additional + securities

+ See chapter 19 for defined terms.
1/1/2003		Appendix 3B Page 5

Appendix 3B

New issue announcement

Entities that have ticked box 34(b)

38		Number of securities for which + quotation is sought
39		Class of + securities for which quotation is sought
40		Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted + securities?   If the additional securities do not rank equally, please state:   • the date from which they do • the extent to which they participate for the next dividend,   (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in   relation to the next dividend, distribution or interest   payment
41		Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)
				Number		+ Class
42		Number and + class of all + securities quoted on ASX ( including the securities in clause 38)

+ See chapter 19 for defined terms.
Appendix 3B Page 6		1/1/2003

Appendix 3B

New issue announcement

Quotation agreement

1		+ Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.
2		We warrant the following to ASX.

	•		The issue of the + securities to be quoted complies with the law and is not for an illegal purpose.
	•		There is no reason why those +securities should not be granted +quotation.
	•		An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
			Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
	•		Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
	•		We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided at the time that we request that the +securities be quoted.
	•		If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

+ See chapter 19 for defined terms.
1/1/2003		Appendix 3B Page 7

Appendix 3B

New issue announcement

3

We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4

We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before + quotation of the + securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:		/s/ Peter Wetzig   (Company Secretary)		Date: 9 April 2008
Print name:

== == == == ==

+ See chapter 19 for defined terms.
Appendix 3B Page 8		1/1/2003

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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